What It Takes to Love a Grump
by siberat
Summary: While in med bay for repairs, Bee lets his feelings go wild as Ratchet works to repair the smaller bot. Can Ratchet return the feelings or will the old, grump bot give in to desire? An unexpected twist happens to Ratchet when he saved Bumblebee's life... ( Graphic in later chapters)
1. Chapter 1

Gift Fic for: Namekiansgottalovethem

This was Namekian's Idea- gave me a basic plot summary, and I am writing the story. While I may take some artistic liberties, the basic concept was not created by me. I am just writing this with Namekian's permission. Enjoy!

...

Once again, the bright lights and the disinfectent smells of the med bay struck the young, yellow bot like a slap in the face. Bumble Bee cradled his left arm to his chest as he made his way to the medical berth. Sliding on, he positioned himself to be comfortable- reattaching an arm wasn't a super quick fix. Bee was in some pain, but he knows the medic will soon give him relief.

"What did you do now," Ratchet said as he spun around and greeted the small yellow bot.

"Heh, if you think this looks bad, you should see what I did to the other one!" Bee exclaimed, but Ratchet only gave him the look.

The medic grabbed a clean rag and cleaned off the main cable to the injured arm. Picking a syringe off the tray, Ratchet gently injected some pain killers into the shoulder joint.

"There," Ratchet exclaimed. " You'll be numbed up pretty good while I fix your arm."

"OK," Bee said, trusting his long time friend. Bee knew the medic before the war, and their friendship had developed almost instantly when they first met way back when. The two easily got along, and Ratchet had proved himself over and over again to be a very trustworthy bot. Yes, the old mech tended to be grumpy, but Bee knew deep down how much the other really cared.

The medic worked fast, hands weaving and gently returning wires to where they belonged and pushing the metal plating back into place. All the the while, Bee didn't feel a thing. Quicker than expected, Ratchet soon was testing out the patient's range of motion, asking him to bring his arm out, bend the elbow and rotate his wrist. The yellow bot enjoyed the soft touches Ratchet always gave. Once satisfied, Ratchet nodded to himself, and began to wipe down his tools.

"Is everything else alright? The CMO asks.

"That's all that is majorly wrong," Bee laughs as he gets up from the mediberth, making sure to give the medic the view of his new decal. With a slight grimace, Bee spoke. "Look what other battle wound I got."

Ratchet squinted his eyes, expecting to find dented plates or something scratched up. Nope. What he saw was 'Open 24/7' scraped into the other's aft. His jaw dropped in shock.

"I got him back though," Bee said laughing. "I wrote Cum Dumpster on his aft."

The way Bumblebee said his reply, along with how nonchalant he remained over the writing, made Ratchet bust out laughing, the kind with optics fully closed and soon you have to clamp your side from a stich kind of laugh. Catching his breath, Ratchet questioned his small buddy. "Who was it?"

"Skywarp," Bee replied, leading them both in another onslaught of chortles. It was nice to see Ratchet crack a full smile. It reminded Bee of before the war when they would hang out all night, watching silly pod casts, and just cracking jokes about it left and right. Before the several vorned war, the medic wasn't as uptight and cranky. But Bee understood that war can change a bot. It must be hard for Ratchet to see so many friends and allies come in with injuries- some so severe that even working all night wasn't enough to save their lives. Seeing the medic laugh made the yellow bot happy.

"Oh man, can you imagine the look on Screamer's face when ol' dumbo returns with with that on his aft?" Ratchet said and reached for a buffer. "Here, let me get that for you. You'll have to be repainted in the back too" He beckoned the yellow bot to get back on the berth and to lace face down.

Throwing his hands up, Bee replied, " It's OK Ratch. I don't want to burden you with it." There it was again, the look. "You worked hard to fix a lot of bots today. I'll get someone else to buff it out, perhaps Sunstreaker. He owes me one anyway."

"Right," Ratchet says sarcastically. " I somehow imagine that you'll just have to come back here to have me buff it out anyways, Bee. I think Sunny will just make it worse. And you know I am right."

Deep down, Bee knew Ratchet was right. Sunstreaker would find a way to make it worse for him, probably would add his own personal touch to it. With a sigh, Bee shyly climbed back onto the berth. "OK. You win, I give in." Unfortunately, the medic was right. However, Bee just didn't want Ratchet touching him down there. Not because Ratchet wasn't an appropriate medic- 'Primus that would be kinda hot' Bee thought quickly to himself- See? He didn't know if he could control his feelings with his secret crush touching him so close to his intimate plating. Bee hid his blushing cheeks by burying his face in his arms.

"I'll get this graffiti off you and repainted in no time, Bee." Ratchet said and eagerly got to work. The first thing he did, was to work the dent of the aft plating so the buffering would be easier. Carefully, the medic snuck a finger under the metal, unintentionally pressing against the sensitive wires and tried to push the metal straight again. The dent was proving to be stubborn, and soon Ratchet was pressing much harder, leaving Bee to bit his lip to hold back a moan. Primus, the pressure on the wires was turning him on!

"Almost got it," the oblivious medic said. "Here, spread your legs apart some." He placed his other hand on a thigh to guide them out.

Bee complied, but not without thinking of how hot it would be had the medic asked him that in order to interface him. His cheeks felt hot and he knew he was blushing. He felt a second finger slip in, and with a strong yank, the metal popped flat again. Upon feeling the two fingers withdraw, it was all Bee could do to not let a sound escape his vocalizer. Luckily he remained silent, however, he felt his valve produce some lubricant, and could only hope it wasn't enough to sleep out of his closed panel.

"There, that wasn't so bad," Ratchet said. He grabbed a buffer, flicked the switch on, and placed it to the yellow bot's aft. Some pressure was applied, and the buffer vibrated against the metal as it started to take off the scratches. It also vibrated the sensitive wires, along with the now aroused valve.

'Scrap!' Bee thought to himself as he felt more lubricant run down and collect at his interface panel. It would just be a matter of time before the fluid seeped out! And when more pressure was applied and fingers would brush away the chipped off paint, that's just what happened. Being turned on by the ministrations of the buffer, Bee's valve was producing copious amounts of lubricant in which had no where else to go but to leak out and run the front of his hip plating. For Primus's sake, Bee hoped Ratchet wouldn't notice! He tried to scoot his hips down and to bring his legs back together, however, Ratchet had knelt over one leg for better leverage, and feeling the yellow bot's leg smack against his, only brought the medic's attention to the issue.

Ratchet immediately stopped buffering, and spoke. "I'm sorry Bee. I, ah, I really am." He stepped away from the berth and watches as Bee Turns himself over, the leaking fluid now running down a thigh and pooling on the berth. "You know, I didn't... Didn't realize that-" Ratchet mutters on with his apologies and offers a hand to help the yellow bot off the mediberth but notices the lust in Bee's eyes. The tint of blushing on the young bot's cheeks and the way he bit at his lower lip was just so alluring to the medic.

Without even realizing it, Ratchet approached the yellow bot and gently brushed his fingers across the blushing cheeks then to travel down to brush a thumb across the soft lips. Playfully, Bee flicked the tip of his tongue out to tease the finger. The medics engines revved, and he pulled the small bot in a light embrace. Ratchet lent forward, licking at his lips as he slowly dipped his head in close. Bee followed suit, puckering his lips, closed his optics and lovingly placed his hands upon Ratchets chest while eagerly anticipating the kiss.

The kiss never came. Bee felt the warmness leave as the caressing hand was moved away. Letting out a small whine, Bee opened his eyes and watched as Ratchet backed away from him. A worried expression was painted on the CMO's face as he nervously looked at the floor.

"You should go," Ratchet said. Bee attempted to change his mind, but Ratchet just held his hand up. "You need to go, Bee. I don't want to, well, take advantage of the situation. You got accidentally worked up, and a good friend, such as myself, wouldn't take advantage of you."

"But Ratch! It's OK," Bee exclaimed, taking a few steps forward, but paused in shock when the medic backed up himself. Desperate for the older mech's approval, and to help calm the nerves, Bee shouted out what he wanted to say for so very long. "I love you Ratchet."

"You don't mean that," Ratchet replied. "You don't realize that your emotions are playing games with you while you are so aroused, Bee. I seen this happen before, and trust me, I don't want to hurt you."

Bee opened his mouth to complain, but it was pointless, for the medic already spun on his pedes and was heading towards his private quarters. Bee let out a frustrated sigh, and with his feelings hurt, left the med bay with his aft devoid of any yellow paint.

Once in the privacy of his own quarters, Ratchet let out a huff of air. He was sorry to have hurt his friend, but he wanted what was best for him. He couldn't have meant what he said, and even if he did, his yellow, cheerful pal could do so much better then an old, grumpy bot such as himself. Ratchet felt he would just bring the happy go lucky down into his own bitterness if anything romantic was brought to the plate. Not only that, Ratchet didn't want to hurt the much smaller bot, be it mentally or physically.


	2. Chapter 2

For the millionth time, Prowl double checked the possible outcomes of the battle as Skyfire flew a bunch of Autobots to the distant location of a Decepticon raid. A handful of bots where chosen for this mission, including tough guys like Ironhide, as well as a medic in case of injury. So, Bumblebee now sat waiting for their arrival while stealing glances at Ratchet.

If it weren't for the hurt of the rejection, Bee would normally be helping the medic prep things. Now, not even a sideways glance was given to him from his crush, and this left Bee pretty spark broken. Even though only a few orns passed since the incident in the med-bay, it felt more like vorns. He couldn't help how he felt, but part of the little yellow bot wished he didn't say those three letter words.

"Alright Autobots," Optimus said with a booming voice as Skyfire descended and landed with haste. "Transform and roll out!"

Sideswipe and Sunstreaker where the first to zoom out, speeding out in their sleek alt modes. Prowl, Optimus and Jazz were the second wave. Bee transformed and joined in with Ironhide and Huffer, leaving the last group consisting of Ratchet, Brawn and Mirage bringing up the rear. The group of bots made their way into the cave toward the weird energon readings Teletran 1 had warned them about.

Nearly stopping dead in his tracks, Bee saw a handful of Decepticons led by Soundwave scurrying about. There was something different about him this time. Soundwave had always kept his cool, and rarely did Bee see him scrambling while calling back for his cassetticons when there was a battle to fight. Bee wondered why there was no Megatron-

Suddenly, something hit him hard enough to knock the yellow Volkswagen off the cliff. Bee transformed in mid air preparing for an impact that never came. Black hands gripped him roughly around his ankle. Snaking his body around, Bee discovered his capture to be none other then Skywarp.

"Ready for payback you pathetic scrapheap?" Skywarp snarled as he slammed him into the ground. "I'm gonna rip out those ugly optics of your face!"

Bee scrambled out of Skywarps charge only to be grabbed by Astrotrain. The triple-changer kindly held the Autobot for Skywarp to pummel. What a time for the 'cons to decide to be nice and help each other out!

"Decepticons: Retreat." The monotoned voice of Soundwave called out. "Operation: Hinderance. Strange energon is unstable. New Command: Destroy." With a growing charge, Soundwave makes to blast at the chunk of raw energon.

Bee was dropped as Astrotrain transformed into his shuttle mode and Skywarp follows. Sunstreaker even bolts away for safety. However, the little yellow bot is regaining his composure, right in the way of the explosion of the unstable energon. As the last blast from Soundwave's blaster caused the energon to explode, Bee was blinded by the bright light, but saw a dark shape come towards him from his left side. He quickly noticed it was Ratchet coming to his aid. The medic shoved Bee out of the way and took the full blast of unstable energon himself.

When the smoke cleared, Bumblebee saw Ratchet laying on the ground unmoving. Tears welled up in his optics as he ran to his friend and scooped his head into his lap. "Ratchet," Bee said. "Please... Don't leave me." He gently stroked his helm while hoping for any signs of life. No response. "Oh no..." Bee wasn't able to hold back the sobs anymore. He sat there bawling over the loss of his crush, but more importantly, his best friend.

A flicker of the medics optics occurred, and a grimace appeared on the medic's face. Slowly, the face of Bumblebee came into focus and a slight smile appeared. "B..Bee?"

"Ratchet," Ironhide yelled and knelt down beside them. "Are you alright?" Ratchet groggily nodded his head, not really able to take his optics off of Bee. Ironhide asked the same of Bee, who said he was alright, and Optimus quickly helped Ironhide to lift the medic up. As they carried him outside of the mine, Bee couldn't help but notice Ratchet looked different. Bee reset his optics, but Ratchet still appeared to look different.

The medic looked younger. Bee tilted his head in confusion. That was what looked different! Ratchet was still him, but looked as if he traveled back in time and returned with his youthful body. All the signs of the worn down frame had simply vanished. Bee gave a little chuckle as he caught himself staring at a much younger looking aft.

Ratchet was placed in the med bay for repairs to the damage that was on his frame. First Aide ran diagnostics on him, but everything was coming up clear. Bumble Bee watched from the sidelines, and was simply told he needs time to recover. With a nod, Bee left the med bay.

A few joors later, Ratchet woke up dazed and confused. "What... What happened?"

"The weird energeron exploded," First Aide answered, placing his hand on his boss in comfort. "You took the brunt of the blast." Ratchet tried to get up, but Aide pushed him down. "You need more time to recover Ratchet." When First Aide was comfortable the CMO wouldn't get out of the birth, he wondered off to do some work elsewhere, leaving Ratchet alone to his thoughts.

Those thoughts came to Bee. The medic hoped he was safe and unharmed from the blast. From what he remembered, the little yellow bot was right there in the way, unable to move due to being held and beaten by two 'cons. Ratchet had feared he wouldn't reach his friend in time and just had to take action.

Carefully, Ratchet rolled over to his side and was shocked when he saw himself in the mirror on the wall. His body looked different; it no longer belonged to an aged mech but rather looked like the days when he had first attended the University. He ran a hand down his chest, and then traveled down his side, checking to make sure what he saw in the mirror was real. It sure was.

After a few Orns, Ratchet was released. The first thing he wanted to do was to find his little yellow friend to make sure he was alright. In fact, that is all he could think of while in med bay, well, aside from what happened to his body. The medic made his way down to the mess hall figuring there was a chance that perhaps Bumble Bee was there. While on his way there, Jazz greeted him.

"Hey, Ratchet," the black and white mech beamed. "How you doing?"

"Fine," Ratchet muttered off. The look Jazz was giving him made his plating crawl. 'Primus, was he just checking me out?' Ratchet thought. Jazz rambled on, but Ratchet did his best to tune him out. The unwilling pair entered the mess hall, Jazz actually placec his hand on the medic's back to coax him to sit as his table. However, that hand slowly crept down his back, fingers tickling softly and eventually slid upon his aft.

At that moment, Ratchet stepped away from Jazz, and bid him farewell. Walking fast, the CMO walked to pour himself a cube from the dispenser, then searched the room for the yellow bot. He thought he found him, but it was really Sunstreaker instead. With a sigh, Ratchet plopped himself down at an empty table wanting some private time to think to himself.

Was Bee hiding from him? Of all the bots that visited him in the med bay, Bee wasn't one of them. He wished he knew why Bee wasn't visiting him. Ratchet really missed him. Over all these years, Bee proved to be his most trusted friend. The two could talk about anything under the sun. Bee really knew how to brighten his mood even if he may not always show it.

"Hey, buddy!" Ironhide's voice boomed, waking the medic from his thoughts as he sat down right next to the other. Literally, so close to him that their legs touched. "How are you feeling?"

"Fine," Ratchet said again, but with a little more annoyance as he scooted himself away from the red weapons specialist. "And you?" Ratchet figured he should at least fake being polite.

"Oh, just dandy," Ironhide responded and inched his way closer. A grin appeared on his face. "Hey I was wondering," The red mech started, but then placed his hands on the medic's thigh. Ratchet grimaced a bit, but also wondered where the other was going with this. "How'd you like to come back to my place..." Ironhide continued on, and squeezed his hand on the other's leg. "...And watch some movies?" Soon enough, the red mech was fondling the other's thigh.

Ratchet let out an aggravated sigh, and grabbed the other's hand and pried it of his leg. With no single word escaping his mouth, he stood up, grabbed his energon cube and walked away. Out of the corner of his optics, he noticed a few bots staring at him when he left. Feeling more like some flashy eye candy just because of a freak accident turning back time on his body rather then a respected medic, Ratchet decided perhaps it would be best to just lock himself up in his quarters.

Luckily, the halls where rather dead which allowed the grumpy medic to be alone. Finally, he had some breathing space without any bot putting their hands all over his body. He strolled down the halls, looking down at the floors. Deciding to take the back way to his room, he hoped he wouldn't run into any unwanted attention. Ratchet rounded the corner and attempted to shout when a set of hands grabbed him from behind.

"What th-" Ratchet hollered but was cut off by a servo clasping across his mouth. He felt a warm body press up against his back while another set of red hands invaded his chest, making their way down lower.

"You like that, don't you?" A voice rang, and identified one of his captors as Sideswipe. "Flaunting your new body all around... It's not fair to tease us, but never allow us to touch." The wandering hand made its way between the medic's legs- which snapped tightly together to avoid being groped. However, a pede from behind kicked the legs apart, and the hands resumed its course. The panel's seems where traced as it was attempted to be opened against the owner's will. The other bot licked and bit at the medic's neck cables.

"Leave him alone!" A shout came from the right, and Ratchet instantly recognized that voice to belong to Bee. The short thrill of finally finding his friend was short lived. Ratchet didn't want Bee to see him like this. He didn't have much time to ponder that as Bee quickly slammed himself into Sideswipe, knocking him off his feet. With hatred glaring in his optics, Bee pummeled the red bot with heated punches and kicks. Sideswipe had been too preoccupied with fondling the medic to really have planned out a defence and instead just threw up his arms and mindlessly tried to kick back. Bee landed a perfectly aimed kick to the back of Sideswipes head which caused the bot to go offline.

The bot that was restraining Ratchet let go. Not wishing to get in a fight, he retreated down the hallway at full speed. Glancing quickly, Ratchet was shocked to discover the other bot was Smokescreen. "Fraggin' no good afts... Scrap..." Ratchet let out a string of obscenities.

"Are you OK Ratch?" Bumblebee asked. He placed a hand on the angry medic in comfort. "Did they hurt you... Or...um."

"No, Bee." Ratchet grimly replied, shaking with anger and humiliation. "They didn't do anything but touch me...weather I wanted it or not." The CMO brushed at imaginary dirt in attempts to get that feeling off him. "You came just in time, Bee. Thanks."

"You're welcome. Just returning the favor." The yellow bot replied. "Want me to walk you back to your room?" Thinking, Ratchet didn't reply. "I'll make sure now one else bothers you."

Ratchet laughed at the thought of a mini-bot being his guardian, but humbly agreed with a smile. Ratchet was glad to finally see his friend again. It's been way too long since the chipper bot and himself enjoyed each other's company. The thought of why the distance between them popped up, and Ratchet hoped it wasn't because of his new body. Once the door to his quarter's appeared, Ratchet pushed in his code, and happily welcomed the yellow mini-bot inside.


	3. Chapter 3

Ratchet welcomed the small mini-bot into his quarters, which consisted mainly of medical pods, a small entertainment pod, his berth, a desk cluttered with work, and a sofa. Bee instantly went for the sofa and happily plopped himself down. Ratchet joined him and relaxed after the events of the evening.

"Sure was amazing how you took care of those two," Ratchet said.

"Yup," Bee replied with a smile.

"Who'd have thought, such a small bot can pack that kind of power," The medic teased.

"Hey! Good things come in small packages, you oaf!" Bumblebee retorted with a fake punch. "So, did you ever find out what that energon was and why it caused...well, you know?"

The CMO shrugged. "No. Perceptor wished he had some samples to run some tests and all, but Optimus doesn't want to risk anyone going back." Ratchet looked down at his younger body. "No one knows when this effect is going to wear off- if it ever will- but there seems to be no other side effects."

"Well, that's good," Bee replied with a smile. "At least it won't make you turn inside out or prevent you from healing bots."

"Yeah," Ratchet laughed, soon to be joined in by Bumblebee. This brought a smile to Ratchet's face. Seeing his friend again was just what he needed. Despite the incident, Bee was there for him and still cared for him. The smile on his face was nothing like feeling of hurt the yellow bot sported their last time seeing each other.

Guilt built up in the medic's stomach. It was pretty stupid of him rejecting Bee. Slag, he often wondered if this smaller bot would have considered being more intimate with him, but the age difference scared him. Clearly Bee didn't mind. Ratchet felt his prior decision was rather dumb, especially since Bee was so honest and genuine and after all, Ratchet did push the smaller bot out of the way to save him, and that had to count for something. The last thought that went through his mind as he felt the heat from the exploding energon was how much he loved the small yellow bot.

"But you know what?" Ratchet said and Bee gave his full attention as he shrugged his shoulders. "Everyone is treating me differently. Like I become a piece of eye candy, or some fancy new toy."

Bumblebee knew what he was talking about. He had overheard other bots talking lewdly about his pal in the rec room. They were saying things along the lines of how they wanted to jack him against the wall and frag the medic silly, or how he could 'fix' other things. One even claimed that Ratchet should put out, since they felt he didn't do as much fighting as the other bots. Bee didn't agree with them nor could he see how having a freak accident happen to change one's body would make bot's suddenly think differently about their medic. The yellow bot had to leave in order to not get in a huge fight with them.

"Bee," Ratchet called out. "All but you. From just the little time we spent together this orn, it's just like old times." Ratchet gave his friend a genuine smile as he placed his hand under the smaller yellow bot's chin. "Now, where were we..." The CMO leaned down to bring his face closer. "From before?" Ratchet licked his lips shyly. "That is, if you'll give me another shot after a stupid choice last time..." From the look on Bee's face, Ratchet knew the answer, and leaned in for the kiss.

Once again, Bee closed his optics and puckered up in anticipation, and this time he wasn't disappointed. He felt the warm breath of his partner first, then the soft touch of their lips meeting. The first kiss was short, however, the second time Ratchet gently sucked on the lower lip a little before encouraging Bee to part his lips to sweep his tongue across. Bee responded with a faint moan as he eagerly wrapped his arms around the red and white mech's neck, silently asking for more.

When Ratchet pulled back, breaking the intimate connection and Bee whined at the loss of contact. The medic gave a simple chuckle as he scooped the yellow bot and placed him on his lap, laying Bee's back on his chest. Bumblebee's cheeks blushed as the red and white mech ran his hands over his body. Fingers teased at seems while the exposed neck cables where licked and nipped at by the CMO's exploring mouth. Soon enough, Bee's body vibrated with needy desire.

"Open up for me," Ratchet huskily whispered. "Let me make you feel good."

With a gasp, Bee responded and his interface panel snapped open. Ratchet's hand trailed down the other's body and made their way between Bee's legs. Softly, Ratchet rubs his fingers over the spike casing and made his way to the already damp valve. A solo digit teased around the outer folds a few times before it traced the outer rim, gathering the fluid that escaped.

"Nice and wet," Ratchet muttered as his cooling fans clicked on. He slipped the tip of his finger inside and enjoyed the warmth of the lubricant that flowed as well as the pleasured sigh his partner gave out. He felt Bee's hips wiggle to encourage the intrusion. With a slow pace, Ratchet eased his finger in the tight space, circling it ever so slightly as he went.

With his free hand, Ratchet laid the smaller bot's leg over his own and propped his own leg on the edge of the couch causing the other's panel to be completely spread and exposed. Not that Bee minded, he did was allowed it and rested his head back on Ratchet's shoulder.

A second finger was added and between the two of them, all the sensitive nodes where caressed causing Bee to cry out. The yellow bot ground his hips in a circular motion. With a firm grasp of his other hand, Ratchet steadied his partner.

"Let me do the moving," The medic whispered, and Bee groaned in defeat, squirming in the other's grasp.

Ratchet continued playing, added a third finger and the stretch became tight. He would alternate from rubbing in circles to pushing in deep only to then withdraw and spreading the digits wide. He would enjoy teasing the back node when he pulled his fingers out and would collect the expelled lubricant t his fingers only to thrust inside again. Hearing Bee moan was music to Ratchet's audials.

Unfortunately for Bee, the fingers withdrew and he let out a whine, but Ratchet only gave a small chuckle and pushed the smaller bot gently off his lap. Ratchet told the other to sit at the end of the couch and to spread his legs. Bee complied, but Ratchet gently pushed him to lay back as he got to his knees. The CMO kissed his way up the yellow thighs and eventually licked at the outside fold of the valve, earning himself the purr of fans clicking on.

Ratchet smiled to himself and began to lick at the still weeping valve. He traced his tongue around the rim, then to run a lick up over the opening, only to return to suck at the lower backside node. Bee was moaning wildly now, his own spike springing free, fully pressurized and rocked his hips in pleasure. Soon enough, Ratchet was done teasing and eagerly pressed his lips on the sensitive opening and slipped his tongue inside.

"Ahh, R-Ratch-" Bee moaned as he ground his hips into the medic's face. "Feels... Ssssooo good!"

Ratchet enjoyed his lover's encouraging words, and continued on with his assault with his tongue. He pretty much licked the Cybertron alphabet and Bee just squirmed enjoying the pleasure. More lubricant leaked out and soon and Bee couldn't take it anymore.

"Ahh- Ratch," Bumblebee panted. "Please...Ahh man...Feels so good..." He let out a content sigh and pleadingly looked at the medic. "Please Ratchet... I want you so badly!" Ratchet gave a smile and wiped at his face. "What a hot mess you are," Bee said right before busting out in laughter at how the red and white mech's face was messy with his lubricant. Ratchet just gave him the look and stood up to get back on the couch.

"Want some help with that?" Bee asked and reached out for his lover's gray spike, only to have his hands playfully slapped away.

"Not tonight," Ratchet said and sat down on the couch with Bee giving him a questioning look. "Tonight's all about you Bee."

"Why?" Bee asked.

"Because you loved me all along," Ratchet said. "Long before this." Ratchet mentioned to his younger body. "You love me for who I am on the inside, not just based on my physical appearance." The CMO patted his lap and beckoned the small yellow bot to climb on.

Bee swung his leg around and straddled his crush. Placing his hands on Ratchet's broad chest, Bee leaned in and gave another kiss to the red and white mech, all the while raising his hips as an invitation.

"Take me," Bee pleaded one last time. "I've been wanting this for so long."

Ratchet answered by kissing the demanding yellow bot sweetly on the lips, and with his hand, guided his spike to the other's waiting valve. He pressed the tip to the outer rim, moved it around to gather some of the leaking lubricant, and slowly pushed in. The extreme tightness of the smaller mech's valve was unbelievable. Ratchet bit his lip as his cooling fans kicked up a notch and he pressed his spike in deeper.

On the other hand, Bee-while enjoying the feeling- had to bit his lip as his valve adjusted to the larger mech's larger spike. The stretch was to be expected, and while he was prepped, it would just take some adjusting. He closed his optics and licked his lips and tried to sit down more in the medic's lap.

"Hold on," Ratchet said. "Relax some, Bee. There's no rush... Do you want to be worked more with my fingers-"

"No!" Bee shouted but blushed at the same time.

"Here," Ratchet spoke softly, and placed one hand on the yellow thigh and the other on the black spike. "Focus on me touching you, and you set the pace, OK? You work yourself onto my spike."

Bee nodded, grateful for the other's patience and understanding. He let out a puff of hot air, reset his optics, and focused all his attention to the light touches the medic's hands placed on his spike. Slowly, he inched himself down, enjoying the half-lidded optics of Ratchet's face.

"Primus Bee," Ratchet whispered. "So tight." He ran his fingers up Bee's spike and gently grasped its girth and sunk back down.

Closing his optics and enjoying the sensation, Bee slid himself further on the spike, little by little until he felt their interface panels touch. He gave his lover a warm smile and began to gently rock himself on the spike, enjoying the sensation of his nodes being brushed by the movement and his valve stretched almost to its limit. The little yellow bot let out a happy sigh and began to raise himself slightly only to lower back down.

Ratchet let go of his lover's spike and slid his hands to cup Bee's aft. Keeping a slow pace when the small bot would go to lift himself up, Ratchet would help, lifting the aft a little higher each time, then letting it go to drift back down. Bee mewed lustily at the sensations and enjoyed being able to finally make love to his crush.

"Feel good?" Ratchet asked, giving the aft a gentle squeeze.

"Ah-Amazing," Bee responded, placing a little kiss to the medic's lips. "You feel so good inside me..."

Soon, Ratchet was gently thrusting his hips up to meet Bee's as he guided the younger bot's hips to move in a circular motion. The two sang out their pleasure to each other, Bee nearly screaming with how good he felt with Ratchet's thick spike deep inside him. The yellow bot's hands wondered over the medic's younger body. Servos caressed the broad chest, then wandered down to stroke at a firm belly, and finally made their way to the side's of the waist to wedge between paneling to tweak at sensitive wires.

Ratchet let out a moan, and let his hands roam over the sleek yellow bot's body as well, however, in his excitement it was rather clumsy. His hands kept returning to the firm aft to help guide the younger bot's movements. Soon, the CMO was panting heavily as he watched Bee slowly impale himself on his gray spike, lubricant leaking steadily out of the valve.

"Ahh- Ratch!" Bee shouted as he scrunched his face and closed his optics tightly. "I...AHhh... Can't hold... Ah-any longer!" Bee wavered in his attempt to ride his lover, and Ratchet scooped the bot in his arms and hugged him to his chest.

The medic nipped playfully at the squirming bot's neck as he placed his pedes firmly on the floor and began to thrust himself gently but faster into the spasming valve. Bee was so close to overloading and all Ratchet wanted to do was bring is long time friend to his release. Ratchet felt the valve clench down hard on his spike, and heard Bee cry out as he lost control and overloaded. Hot trans-fluid erupted from the black spike, coating the medic's stomach and chest.

With a few more pumps, Ratchet overloaded himself. He pumped a few more times as he felt his warm fluid explode into the now quivering valve, filling it up to the point the thick liquid spilled out, running down his own thighs. He swore he saw stars running past his eyes. With a happy sigh, he watched his lover relax in a state of bliss on his heaving chest.

He two stared in each other's eyes for a while, not saying anything but rather just enjoying each others presence in silence. The CMO's red servos gently brushed their tips across Bee's cheeks, tracing the sharp features until reaching the chin, in which he used to tip Bee's head up to him.

"Enjoy yourself?" Ratchet asked. He gazed into Bee's satisfied but lazy optics and smiled.

"Yeah," Be replied. "It was amazing. Ratch, you where sooooo good! So much better then I could ever imagine!"

Ratchet let out a chuckle at the compliments. "Looks like I wore you out Bee. Which doesn't surprise me, you know, for such a small bot..." He gave a wink as he scooped up his small yellow lover and walked towards his berth. "Need to take a nap?" Ratchet asked as he placed Bumblebee gently on the berth.

"Ten klicks," Bee said. "Just give me ten klicks, and a glass of energon Ratch, and we'll see who needs that nap, geezer."

"OK, Bee," Ratchet said as he placed his hands on his hips in fake anger. "We'll see, shall we?" The medic went to his small personal energon dispenser and poured two glasses hen returned to the berth and handed Bee is glass. The two downed their energon in no time.

Bee snuggled up to Ratchet, placing his hands on the other's thigh, he began to kneed and rub. He made his way up to the medic's interface panel, and rubbed his fingers over the spike casing until the gray spike immerged once again. Ratchet took the empty glasses, set them on the floor and climbed into the berth next to Bumblebee. Placing his arm around the smaller bot, Ratchet whispered sweetly in the other's audials.

"Are you sure you can handle another round?" Ratchet asked. " I can't promise to be gentle a second time."

Bee smiled and revved his engines in anticipation. "Sounds like a great time, Ratch. Last time I checked, I am not made of glass." The spike Bee was stroking was now completely hard and ready to go. Bee shimmied over on the berth, parted his legs and slid his hand down to play with himself as Ratchet lustily growled and climbed over the small yellow bot, leaning himself between Bee's two legs.

Ratchet didn't enter him right away, but instead just took some time to look at his younger lover. The way Bee's eyes where half lidded and there was a faint hint of blush on his cheeks. A mouth smiled back at him lovingly. The way Bee arched his body to lean into the CMO's touch was simply adorable. Ratchet gave a smile himself as he gently rubbed his hands over his lover's valve.

Bee wiggled and moaned. As Ratchet played with him, lubricant dripped out and coated the probing fingers and ran down his aft. Playing with the yellow mini-bot's valve earned the medic a needy glare. Ratchet debated for a little about how much teasing Bee should get, but didn't have the spark once Bee begged for it. The CMO lifted the yellow bot's legs and wrapped them around his waist. With one last tease, Ratchet lined up his spike, brushing it against the wet port, and slid himself in all the way in a slow but steady pace.

Immediately, Bee screamed out in bliss as Ratchet began sliding in and out. Bee managed to roll his hips in a circle when the medic thrusted forward. One of Bee's horns was captured in Ratchet's mouth, and with a strong suck, Bee was seeing stars.

"Ahhh Ratch!" Bumblebee sobbed. "You... AH! You are too g-good to me!"

Purring, Ratchet began to slam his spike deeply inside his lover only to withdraw at a painfully slow pace and Bee began to rub his hands down the medic's smooth body. Ratchet stopped thrusting, gave Bee the look, and grabbed the smaller bot's wrists in his hands and pinned them over the yellow bot's head.

"Tease," Bee whined. His optics where half closed and he bucked his hips, attempting to fuck himself.

Ratchet smirked, but began moving again. He slid his spike in, taking his time to make sure the port's nodes where slowly rubbed until he reached the hilt. His hips swiveled and withdrew to repeat the process, each time a little faster. Soon, heavy panting accompanied the steady pumps and the lovers stared in each other's eye's, daring the other to loose it first.

"Ratch!" Bee shouted as his valve began to spasm, once again clenching down hard on the spike. Bee bit his lower lip and whined, trying his hardest to hold out. "Ah Primus!" Ratchet was very close as well, the tightening of the port begged him to spill. He lent down to capture Bee's mouth with his, but after the wet kiss, Bee turned away.

"I-I love ya.." Bee whined. "Ah-Always..have."

With a final thrust, Ratchet lost it and overloaded. The confession from the yellow mini-bot was enough for him to loose control. However, his lover wasn't far behind him as he screamed out and shot his trans-fluids right on the CMO's belly and his valve gave one last clench and released its grip. Both just laid there, chests heaving to catch their breath.

Once recovered, Ratchet rolled on his back only to have Bee lay on his chest. Red and white arms wrapped themselves around the mini-bot, and kisses where placed on his helm. They held each other for several klicks, gently petting and fondling the other.

"How long have you loved me?" Ratchet asked.

"Since that day on Cybertron," Bee responded. "The day you got the promotion to Chief. You know when you took me to that party? That's when I realized I had feelings more then a friendship for you. As the vorns passed, the feelings got stronger."

"Wow, that's a long time," Ratchet said, and pulled the small bot in for a kiss.

"And now, I finally got you," Bee said grinning widely, and Ratchet just shook his head. "I'll start moving my stuff in tomorrow."

"Yeah, I think I got a little closet I can keep you in," Ratchet said and laughed, earning himself a playful slap. "Good thing you won't take up too much space." This time, a pillow slapped into the medic's face, and both laughed. The cover's where pulled up and the two snuggled in each other's arms, Bee finally allowed to run his hands over Ratchet's younger body.

"Thanks for giving me another chance," Ratchet said, pulling the small yellow bot close. "And I love you too."

"Hey," Bee whispered and rubbed his hand's over his partner's chest. "Up for round three?"

Ratchet just stared at Bumblebee, giving him that look for a really long time. "Kid, I'm too slaggin' old! Now, let me recharge, will you?"

...

A/n. Gift fic for Namekiansgottalovethem. Who'd have guessed it would turn out so long?LOL! Hope you enjoy!

Also, because of the shock of my choice of Smokescreen being one of the bots to molest Ratchet- there was a method to my madness. I was reading bios, and smokescreen's bio I felt fit in- "he was in reality the closest thing the Autobots had to someone who thought like a Decepticon. He would cheat to win without hesitation, and often covers his true goals from even his fellow Autobots." See? Another option was Mirage...

Anyways, hope you enjoy! Feel free to leave feedback! It keeps me going!


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